As filed with the Securities and Exchange Commission on June 14, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MKS INSTRUMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2277512
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
SIX SHATTUCK ROAD, ANDOVER, MASSACHUSETTS 01810
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN,
AS AMENDED
(Full Title of the Plan)
JOHN R. BERTUCCI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MKS INSTRUMENTS, INC.
SIX SHATTUCK ROAD
ANDOVER, MA 01810
(Name and Address of Agent For Service)
(978) 975-2350
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered (1) Share Price Registration Fee
----------------- ------------- ----- ----- ----------------
Common Stock, no 5,250,000 $22.86 $120,015,000 $11,041.38
par value per share
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq National Market on June 12, 2002.
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statements
on Form S-8, File No. 333-78071 and 333-54490, relating to the Registrant's
Amended and Restated 1995 Stock Incentive Plan, as Amended.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Andover, Massachusetts on June 14, 2002.
MKS INSTRUMENTS, INC.
By: /s/ John R. Bertucci
--------------------
John R. Bertucci
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of MKS Instruments, Inc.
hereby severally constitute and appoint John R. Bertucci, Ronald C. Weigner and
Mark G. Borden, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable MKS Instruments, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ John R. Bertucci Chairman of the Board and Chief June 14, 2002
---------------------- Executive Officer (Principal
John R. Bertucci Executive Officer)
/s/ Ronald C. Weigner Vice President and Chief June 14, 2002
---------------------- Financial Officer (Principal
Ronald C. Weigner Financial Officer and Principal
Accounting Officer)
/s/ Robert R. Anderson Director June 14, 2002
----------------------
Robert R. Anderson
/s/ James G. Berger Director June 14, 2002
----------------------
James G. Berges
/s/ Richard S. Chute Director June 14, 2002
----------------------
Richard S. Chute
/s/ Hans-Jochen Kahl Director June 14, 2002
----------------------
Hans-Jochen Kahl
/s/ Owen W. Robbins Director June 14, 2002
----------------------
Owen W. Robbins
/s/ Louis P. Valente Director June 14, 2002
----------------------
Louis P. Valente
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1(1) Restated Articles of Organization of the Registrant.
4.2(2) Articles of Amendment.
4.3(3) Articles of Amendment.
4.4(4) Amended and Restated By-Laws of the Registrant.
4.5(4) Specimen Certificate for Common Stock of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG LLP.
24.1 Power of Attorney (included in the signature pages of this Registration
Statement).
--------------------------------------------------------------------------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-4 (File No. 333-49738) originally filed with the
Securities and Exchange Commission on December 13, 2000, as amended.
(2) Incorporated herein by reference from the Registrant's Quarterly Report
on Form 10-Q originally filed with the Securities and Exchange
Commission on August 14, 2001.
(3) Incorporated herein by reference from the Registrant's Definitive Proxy
originally filed with the Securities and Exchange Commission on
April 16, 2002.
(4) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-71363) originally filed with the
Securities and Exchange Commission on January 28, 1999, as amended.